>> this is the "chris matthews show." >> ask not what your country can do for you. >> i can hear you. >> the time for change has come. chris: behind closed doors, the 2008 obama-clinton campaign you didn't see on television. he liked her and she liked him and then the bag backstage warfare. and what a story. and now we have the book. >> man overboard. john edwards fell for his campaign filmmaker and then fell from grace in a self-made whirlpool. vanity, denial and coverup. >> finally, don't know much abou history, turns out john mccain's team feared what happened if sarah pailin actually became vice president. if she doesn't know anything, why do they fear her?

>> i'm chris matthews, welcome. and kelly o'donnell covers congress for nbc news and howard fineman is washington correspondent for newsweek and andrea mitchell covers politician at nbc news and john heilemann covers for "new york" magazine and is coauther of gang chain. first up, the hell in haiti is the towering news of this week, perhaps the year. the desperate effort to rush help down there has been gratifying and frustrating when the needs are so immense. we turned to the big political news of this week. it comes from the brilliant political book by john heilemann and mark halperin. it exposes and brings to life what we thought was going on in the incredible months between hillary and boom and ed -- and obama and mccain and edwards. john, one thing that grabs people in the book, all of these big-name senators, jay

rockefeller and others across the country secretly backing obama and pushing him to run and moon while maintaining a public attitude of i'm with hillary. >> they were. it is amazing -- i think it is the biggest news in the book. because the perception was that hillary was the candidate of the establishment and that narrative now is that obama was this underdog. i think if he had not gotten the secret support from what we call the conspiracy oferies perers, he never would have run. he learned when these people told him, we can't support you publicly, and we play have to be with her, because if she wins we fear retribution down the line but privately we're on your side. if you could break through we'll be there. chris: why were they with him instead of her? >> they thought she was polarizing and in the process of losing would drag down democrats in red and purple states and they feared her husband's

personal life and they thought she could get through the democratic convention and the stuff in his private life would come out. and that the republicans would know about it and they would drop it like a bomb on her. chris: despite her competent pose hillary had plenty of doubts according to the book. it says in a wintermen meeting shortly after clinton and obama got in the race she saw the democrats and saw attention to obama and said to a staffer, i don't know if this is going to work out. i don't know how to do this. andrea she was wowed by his charisma. >> she was wowed andot prepared for it. you have to say her staff, the people around her let her down in a huge way. she didn't manage the process but she had no clue this phenomena was coming her way. it is what john talked about. the big story, i think also, is she wasn't the establishment candidate and she was going on this false premise, practically,

in fact, he reports through altman is one figure -- figure, planning a transition. we were buying into that early on. in fact they were so afraid of her, of the unintended consequences of the fact they thought this was their best shot as a party, since 2000, they were not going to come this close to winning the white house and lose it again. she was too high risk and they were going for someone, the conventional wisdom said was a high risk candidate. they thought he was a safer bet. >> there's rich comedy in the book, besides a lot of this back and forth backstage. hillary clinton detested -- clinton's book the people of iowa. she found, the actual people she met in iowa, she found them to be difficult and presumptuous. >> well, in -- [laughter] >> after the fact, you got to blame the voters. she had reason to. i want to say a couple of things. first of all, this book is fabulous because, among other things, it lists up the rock

under which is the writhing mass of ego and calculation and back stabbing that is really politician. and -- it is gripping page by page. another important thing is -- we learn about obama as the establishment guy, and it is important to understan his presidency in that context. and everybody expected him to come into town as the revolutionary character. he wasn'teriesen that way and he's not that way noup as far as hillary is concerned, she was full of resentment and loathing all the way along. i think she had a sense, from the beginning, even though we were a writing the script of the establishment figure and the renegade, she knew, i think, whatever her aides told her she had a sense that this probably wasn't going to, wo. >> when it came apart in iowa. the clinton's reaction was -- you have an amazing portrait. i don't know what your source is. you're not going to tell us, but

somebody was in the room with hillary and bill when they went bonkers about losing the caucus. talk about it. >> in iowa. they had been told by everybody around them including tom millsap that she would win the iowa caucuses or would finish a close second at worst. when she comesn third that night, the room is just filled with anger and resentment. all of these long-term clinton allies and aides are in the room. they have seen her mad before but nothing like this. sheer shattered by what has happened. they realized though pushed her chips in the middle of the table and they lost. now obama is the most likely next president of the united states and democratic nominee and they go crazy. bill clinton is accusing obama of busing in supporters. he's saying he stole the caucus. hillary is so depressed. she turns to her husband and says, maybe the problem is not my campaign, maybe they just don't like me. chris: let's go to new hampshire. kelly. new hampshe was the second big round. hillary clinton upset barack

obama at that point. a lot of people thought she won, because people liked her. there was empathy and she showed weakness in terms of her emotions. the clintons apparently read that differently. they said we beat this guy because we went for the jugular and we're going to do it again. >> the mind-set was a reluctance to allow her sensitive side to be seen, in part because remember she had been first lady and although not the softness of first ladies, that east wing influence when y're talking about the first woman president was uncomfortable if them when they wanted to portray her as tough enough for the job. to allow her to be seen as a softer figure they didn't think was politically helpful. they look back now and see it differently. they thought being tough was the way to undercut what was an upstart. >> the book says bill clinton only said all great contests are head games. that was his term. he was trike trying to quoke obama. here's an example. here's a well known moment. >> jackson won twice.

he ran a good campaign and obama has run a good campaign. chris: tell us how you did it, demonstrate that clinton tried to marginalize obama as a minority candidate. >> one is that the obama campaign thought for sure that this is what the clintons were trying to do. they hooked back on bill's history and sister solja and the way he went back to arkansas to execute the black meant li retarded prisoner. they thought clintons played racial politician all the time. they thought this was going to happen. and -- chris: they believe he ran into southern white guys. >> correct. they thought bringing up cocaine and johnson her friend at b.e.t. talking about how obama was the character from guess who is coming to dinner and this instant you played on the tape, they were a pattern of the clip tons trying to blacken obama. chris: what did ted kennedy think?

>> we report in the book when clinton was trying to get hillary to endorse kennedy, he made this comment, a few years ago, this guy would have been getting his coffee. he could be talking about that obama was young, the other was the was racial connotation. kennedy took it in the racial way and it enraged him. he was drifting toward obama anyway. chris: can you imagine anybody saying to ted kennedy anything slightly racist? is it believable that was his intense, to diminish barack obama as someone who wasn't racially okayo run for president. you say ted kennedy believed it. >> there's no question that he was trying to diminish barack obama, whether it was racial, i don't know. but ted kennedy had very high antenna on racial matters and i think he was suspicious of the clinton anyway because some of these things i talked about before that he thought race was getting injected already.

chris: one great thing, after the initial splash of bad news for barack obama about the tapes of reverend wright, we saw -- we all saw him with the comments in his sermons. barack obama saw that and sat down with wright and tried to calm him down and say cool it. then wright goes to the national press club and says my old friend is now just another phony politician pretending not to believe my beliefs. we didn't realize this was a two-step problem >> barack obama made clear, he was genuinely surprised by that. chris: they say he got physically sick over it. >> and was blind-sided by it. that was important. on the racial thing, i think it is important to say that the obama people were aware of this and they were resentful of the clintons about it but the obama people were absolutely about using it for their own devices. in your own words they were waving the bloody shirt around about this too because they knew with a lot of voters the fact that the clintons were doing

this would turn out to obama's benefit. chris: for a while according to the book, hillary was not happy with the results of the campaign. she said the voters were faced with a terrell choice, of john mccain and the guy that beat her. a terrible choice. how did th then say i will be his secretary of state? >> the irony of that is clinton and mccain have been good fwrends for a long time and they saw a hot of things in the senate similarly but politically she did see him as an extension of the bush administration but the practical side came out. so, to be able to still have a voice in this, she was willing to come around. the friendship with plk cane and i say it from mccain toward her all the time about almost very united sense of we have been experienced, we have been a done that. here's someone who in terms of government accomplishment had less to do. chris: how did he convince him to make the teal. >> we report on this extraordinary late night conversations.

she decided to turn it down. from the moment he offered it to her, a few days after he won for a week she has friends telling her to take it. her husband saying that. everybody in the senate saying it. she decides she doesn't want it. she wants a normal life back and she's also thinking her husband -- and then they have this moment on the phone late at night, where she says, i shouldn't do this. i'm turning it down and obama says, look, i understand all of these problems, but i need you, the country needs you right now. and i need you to be a success. i'm going to have the economic crisis on my plate for the next year, you're the only person that can do this job for me in the way it needs to be done. i think he appealed to her instincts of patriotism. she admits her husband is a problem. he admits he needs her. these are extraordinary moments of vulnerability of two people. they found a moment of trust. chris: everybody should read the book. landry, your last thought. >> hillary clinton i think from the minute she conceded realized

that everything in her life led her to be supporting obama, even if reluctantly and then joining the administration. it is her val crew system. it is what she stands for. chris: before we break the other democrat was john edwards. the book talks about how he met hunter, the woman that would become his girlfriend in a hotel in 2006. that entire summer and fall she traveled with edwards filming him behind the scenes paid for by the campaign. during that time, elizabeth edwards on tour about her book and cancer. it was then that elizabeth first spies the lover at edwards announcement. she orders her out of the campaign. a year goes by on the eve of iowa and new hampshire, turns out behind the scenes hunt ser still very much around. and the "national enquirer" reports that hunt ser edwards girlfriend and is now pregnant understand. the same day john edwards on the stump in new hampshire. >> i do care what the next

president is honest and sincere. [applause] chris: three weeks later, he loses iowa and the same night as he's conceding a backer, see him there in that circle leaves the stage to make a pitch to tom dashcle. edwards would drop out in exchange for becoming obama's running mate. that was the message they sent. and you report it didn't end there. a month later edwards had the same guy, we saw in the picture, call tom dashcle and of to drop out if he would be named obama's attorney general. and he's dropping his demands. and edwards thought he had one month to bargain. hunter was only eight months pregnant. >> there's a lot of stuff in this but the level of delusion. the baby has been born which we believe was his love child and he's still thinking at that point that he could somehow get nominated and confirmed to be the united states attorney general under barack obama.

chris: with this exploding. >> when we come back, sarah palin knew almost nothing about history, when john mccain picked her as his v.p. running mate. what is her attitude about a book, that reports her lack of even basic american knowledge. scoops and predictions. these top reporters. tell me something i don't know.

>> change come to america. >> welcome back. "game change" on the campaign. sarah palin's handlers were stunned by her lack of knowledge. you said she didn't know enough to write a high school essay. but she says, me worry? bill o'reilly asks her about the fact she doesn't know many things. >> i think these are -- the political establishment

reporters who love to jen up controversy and spin up gossip. the rest of america doesn't care about that kind of crap. chris: would you. in this week's issue of time, you write that mccain and his allies are now afraid of palin. quote, intimidated by the rabidness of her supporters, believing they can't be swayed by the facts and getting cross wise with the most highly republican base, mccain world has allowed her vision of reality to go largely unchallenged. so this is about a -- facts versus what? connection? >> after her book came out mccain called the senior advisors and said let's not talk about this. le they let the book stand, even though many think it is made up. it has to do with -- in mccain's case, there's guilt on his part in putting her on the ticket in a irresponsible way but he's also got a primary election coming up and a big part of the republican base would drift away from him if he trashed her. chris: they don't get her

appeal? >> i think john is right. i think what i hear from them now is a real assessment of still saying she's smart acknowledge she had trouble with these prepping sessions. and talking about her personal connection and her likeability. they still say that while at the same time acknowledges these flaws in her knowledge base. they talk about the fact that mccain does not want to look disloyal to her. they still believe she brought in money and energy and some of his best days on the campaign were when she was by his side with the huge crowds. they don't want -- chris: you said she's got another vetting process. she's going to be a commentator. this is a trial run for her and what does it mean sfl >> i say in newsweek that roger is by default the leader of the republican matter as head of fox news and he's put her out there. she's a contributor. he'll see how she performs. yes, she appeals to the key party people and how broad does it go and can she learn anything. because it is true that she has got to be able to carry a

discussion. what i have seen, both on o'reilly and in an hour-long interview with glenn beck was frothey. chris: she coont couldn't name a founding father, besides george washington. a he gave her a soft ball. chris: these are not hard ones. >> i think that fox is is a very good platform her. she'll be appealing, despite a lucky start. the mccain people are concerned about her because the connection with the strongest people in the two party folks, the most energized folks. it will help her. chris: will it help her runor national office? >> i think so. chris: let's have a ripper here. do you think she's manning to run for president again? running for president, not vice president next time? >> i don't think she is. i think she's trying to position herself as a big voice. chris: not running. >> she's running. >> running. >> running. >> and when we come back, scoops and predictions from these top reporters. tell me something i don't know. be right back.

chris: kelly tell me something i don't know. >> harry reid's phone bills are a story. about the calls, i'm told he's working the phones with lieberman trying to convince him that he didn't say the things quoted about him in the neyork times that he was a double crosser. he said no, i didn't say that. repairing that relationship. chris: howard. >> chris, i think the big conservative event of the year, maybe for the whole country is coming up next month in nashville, national tea party convention. the headliner, sarah palin. chris: wow. >> the news organization with primary access to that event. fox news. >> and the labor concessions that the white house and democrats made on health care are going to back fire and it is going to upset the c.b.o. scoring and jeopardize the pill. >> big news, harold ford jr. the congressman that ran for senate a few years ago is talking about taking on jill brand in the

senate race there. there are a ton of people that don't want him to do it. the white house doesn't want him to do it. he had a rough -- launch. he's going to do it. chris: when we come back, the question of the week, will the big senate race in massachusetts shock the national democrats?

[captioning made possible by nbc universal] >> welcome back. our big question, massachusetts chooses a senator. the polls have republicans making a surprisingly big run. are the democrats in for a scare? >> the republicans say it is giving inspiration to their candidate. >> it is a depth charge that could topple the democrat control of congress. >> democrats are going to blame the white house and obama agenda so it'll hurt him in other areas. >> democrats in the election said it didn't mean anything when they lost in new jersey and virginia. this shows they're in if real trouble. >> and the canary in the mine. thanks to a great roundtable. and thank you to you all. that's the show, thanks for watching. the desperate situation in haiti is very much on everyone's mind, if you would like to send help to the international red cross, here are the numbers.

chris: a lot of us are hoping we could